This Amendment No. 4 amends certain information contained in
the Schedule 13D filed by the Reporting Persons with respect to their ownership
interests in China Information Security Technology, Inc. on February 7, 2007, as
amended by Amendment No. 1 filed on September 12, 2007, as amended by Amendment
No. 2 filed on May 22, 2008, as amended by Amendment No. 3 filed on July 3, 2008
(the "13D"). Capitalized terms used by not defined herein have the meanings
ascribed in the 13D.
Item 1.
Security and Issuer.
The name of the issuer is China Information Security
Technology, Inc., a Nevada corporation (the "Company"), which has its principal
executive offices at 21st Floor, Everbright Bank Building, Zhuzilin, Futian
District, Shenzhen, Guangdong, 518040, Peoples Republic of China. This
statement relates to the Companys common stock, $0.01 par value per share (the
"Common Stock").
Item 2.
Identity and Background.
(a)-(f). This Schedule 13D/A is being filed by Mr. Jiang Huai
Lin, a citizen of the Peoples Republic of China (the "Reporting Person"). The
principal address of the Reporting Person is 21
st
Floor, Everbright
Bank Building, Zhuzilin, Futian District, Shenzhen, Guangdong, 518040, Peoples
Republic of China. The Reporting Person is Chairman, President and Chief
Executive Officer of the Company. The Reporting Person is also the 100% owner of
Total Device Management Limited, a company formed in the Peoples Republic of
China, with its principal executive offices at 3505-06, 35/F Edinburg Tower, The
Landmark, 15 Queens Road Central, Hong Kong.
During the last five years, the Reporting Person has not been
(A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
Item 3.
Source and Amount of Funds or
Other Consideration.
Prior to January 12, 2010, the Reporting Person was deemed to
beneficially hold an aggregate of 21,750,080 shares of the Companys common
stock. Such 21,750,080 shares consisted of 19,150,080 shares of Common Stock
owned directly by the Reporting Person and 2,600,000 shares held by Total Device
Management Limited, an entity controlled by the Reporting Person.
The Reporting Person used his personal funds to acquire the original shares
directly owned by him and Total Device Management Limited used its own working
capital.
Item 4.
Purpose of Transaction.
On January 12, 2010, the Reporting Person transferred and sold
1,600,000 shares of the Companys Common Stock held directly by him to certain
purchasers (the "Purchasers"), at a price of $6.15 per share, pursuant to the
terms and conditions of a securities purchase agreement, dated January 7, 2010,
by and among the Reporting Person, the Company and the Purchasers (the
"Securities Purchase Agreement"). The Company concurrently offered and sold
1,652,033 shares of the Companys common stock pursuant to the Securities
Purchase Agreement. The foregoing description of the Securities Purchase
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of that agreement, which is filed as Exhibit 10.1 to
the Current Report on Form 8-K filed by the Company on January 8, 2010.
4
On January 12, 2010, the Reporting Person received a grant of
20,000 restricted shares of the Companys common stock under the Companys 2007
Equity Incentive Plan.
Following the Reporting Persons disposition of 1,600,000 shares of the
Companys common stock on January 12, 2010, and the Reporting Persons receipt
of 20,000 restricted shares of the Companys common stock on January 12, 2010,
the Reporting Person holds 19,170,080 shares of the Companys Common Stock
directly and 1,000,000 shares of the Companys Common Stock indirectly through
Total Device Management Limited.
The Reporting Person holds the remaining securities directly
and indirectly through Total Device Management Limited solely for investment
purposes. The Reporting Person has no intention other than to hold the shares
for investment and/or sell the shares, as permitted by law.
The shares held by the Reporting Person is subject to a
90-day lock-up agreement, dated January 12, 2010, between the Reporting Person
and Rodman & Renshaw, LLC, the exclusive placement agent in connection with the
concurrent offering of shares by the Reporting Person and the Company. The
lockup provision is expected to expire on April 7, 2010.
Except as set forth in this Schedule 13D, the Reporting
Person has made no proposals, and has entered into no agreements, which would be
related to or would result in any of the events or matters described in part (a)
through (j) of Item 4 of Schedule 13D.
Item 5.
Interest in Securities of the
Issuer.
(a)
As of the date
of this statement, the Reporting Person is the beneficial owner of
20,170,080
shares of the Common Stock, representing 38.93% of
the outstanding shares of the Common Stock. The Reporting Person does not own
any other securities of the Company.
(b)
The Reporting Person has the
sole power to vote and dispose of 20,170,080 shares.
(c)
Other than the
sale of 1,600,000 shares of the Companys Common Stock on January 12, 2010
explained in Item 2 above, the Reporting Person did not effect any transactions
in the Companys securities within the past 60 days.
(d)
Other than the
Reporting Person, no other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
the Reporting Person's securities.
(e)
Not applicable.
Item 6.
Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
Except as disclosed herein and in the Current Report on Form
8-K filed by the Company on January 8, 2010, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Person and any other person with respect to any securities of the
Company, including, but not limited to transfer or voting of any of the
securities, finders fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
5
Item 7. Material to be Filed as
Exhibits.